Terms & Conditions of Quotation and Sales

1. Quote Validity. Prices and lead times stated in Seller's quotation are valid for the period specified therein. If no period is specified, they are valid for thirty (30) days from the date of the quotation. All orders are subject to Seller's written acceptance. No order shall be binding on Seller until Seller issues a written order confirmation.

2. Payment Terms. Buyer shall pay all invoices within the payment term agreed in the relevant quotation or purchase order (the "Payment Term"). Unless otherwise agreed, the default payment term is Immediate. Invoices unpaid within the Payment Term shall accrue interest at the rate of one percent (1%) per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until paid in full. In the event of non-payment, Buyer shall pay all of Seller's collection costs, including reasonable attorney's fees, court costs, and collection agency fees. Partial payments shall not constitute a waiver of Seller's right to collect the full amount due, nor shall they waive any breach of these Terms by Buyer. Seller reserves the right, upon reasonable notice, to suspend performance, delay shipment, or impose alternative payment terms (including advance payment or letter of credit) if: (a) Buyer fails to make any payment when due; or (b) Seller reasonably determines that Buyer's creditworthiness has become unsatisfactory. Buyer waives any right of setoff against amounts owed to Seller.

Retention of Title. Title to the goods shall not pass to Buyer until Seller has received full payment. Until such time, Seller retains title to the goods and reserves the right to repossess them upon reasonable notice. Buyer shall store goods subject to retention of title separately and shall not pledge, encumber, or dispose of them.

3. Effect of Buyer Modifications. Prices and delivery terms are subject to adjustment if Buyer requests any modifications to the original quotation, including changes to specifications, quantities, delivery schedules, packaging, or other requirements. Any such modifications may result in revised pricing, revised lead times, or both, at Seller's discretion.

4. Acceptance of Quotation by Buyer. Buyer may accept Seller's quotation through any customary written or electronic communication, including email, purchase order, or signed confirmation.

5. Acceptance of Orders by Seller. All purchase orders are subject to Seller's written acceptance. The receipt, acknowledgment, or processing of a purchase order does not constitute acceptance. Seller's written order confirmation (by email, fax, or letter) is the sole document that binds Seller to perform.

6. Limitation of Warranties. Seller warrants that the goods shall conform to the specifications set forth in the order confirmation and applicable technical documents. This warranty is valid for eighteen (18) months from the date of delivery.

THIS WARRANTY IS THE ONLY WARRANTY PROVIDED BY SELLER AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

The Buyer is solely responsible for determining the suitability of the goods for its intended use, application, and operating conditions. This warranty does not cover defects or damage resulting from: (a) improper installation, operation, maintenance, or storage; (b) normal wear and tear; (c) misuse, negligence, or alteration by parties other than Seller; (d) use of parts or components not supplied or approved by Seller; or (e) force majeure events.

7. Force Majeure. Seller shall not be liable for any delay or failure in performance (including delivery) resulting from causes beyond Seller's reasonable control, including but not limited to: acts of God, natural disasters, earthquakes, floods, storms, fires; war, terrorism, civil unrest, or government restrictions; labor disputes, strikes, or pandemics/epidemics; shortages or disruptions in raw materials, energy, or transportation; cyberattacks, system failures, or other technological disruptions; or any other event not reasonably within Seller's control. Seller shall notify Buyer promptly of any force majeure event and use commercially reasonable efforts to mitigate its effects. If the force majeure event continues for more than sixty (60) days, either party may terminate the affected portion of the contract upon written notice without liability, except for obligations accrued prior to termination. During such period, the parties shall promptly consult in good faith to explore alternative arrangements, including revised delivery schedules or partial shipments.

8. Delivery and Shipment. Unless otherwise agreed, all deliveries shall be made under Incoterms® 2020 as specified in the quotation or order confirmation (e.g., FOB, CIF, EXW, DDP). The parties incorporate the official Incoterms® 2020 rules by reference. Risk of loss or damage to the goods shall pass to Buyer in accordance with the applicable Incoterms® 2020 rule. Lead times stated in quotations are estimates only and are not guaranteed unless expressly confirmed in writing as a firm delivery date. Seller shall promptly notify Buyer of any anticipated delays and provide revised delivery estimates.

Export Documentation under EXW. Notwithstanding that under EXW the Buyer is responsible for export customs clearance, the parties agree that the export customs declaration shall be made under the Seller's name as the declared exporter, in accordance with Chinese customs compliance requirements. The Buyer shall promptly provide all documents and assistance required for export customs clearance, including but not limited to the Export Customs Declaration Form, packing list, and Bill of Lading or other transport documents. The Buyer acknowledges that the Seller requires such documents to comply with Chinese customs regulations and to claim export tax refunds in accordance with applicable Chinese tax laws and regulations. Failure by the Buyer to provide such documents within thirty (30) days of the goods being available for export shall entitle Seller to charge the Buyer an additional amount equal to the export tax refund that Seller would have otherwise received, or to suspend shipment until such documents are provided, without being in breach of these Terms.

9. Special Tooling. Unless otherwise agreed in writing, all special tooling, molds, dies, jigs, fixtures, and equipment developed or procured by Seller for Buyer's order shall remain the property of Seller. Tooling supplied by Buyer shall be maintained with reasonable care by Seller. Buyer assumes all risk of loss or damage to Buyer-supplied tooling. Buyer is encouraged to insure such property. Unclaimed tooling that remains unclaimed for two (2) years after final delivery under the relevant order may be disposed of by Seller following thirty (30) days' written notice to Buyer. Proceeds, if any, shall be applied against storage costs and any outstanding amounts owed by Buyer. If Buyer requests ownership of Seller-owned tooling, Buyer shall compensate Seller at fair market value, subject to separate written agreement.

10. Buyer's Request for Changes. Any changes requested by Buyer after order acceptance must be submitted in writing. All change requests shall constitute a proposal to renegotiate the affected terms, including price, delivery schedule, and specifications. No change shall be effective until agreed in writing by both parties. Buyer shall bear any additional costs, including retooling, engineering, material waste, and schedule impacts, caused by Buyer-initiated changes.

11. Engineering Charges. Buyer shall bear costs arising from delays or disruptions due to Buyer-related engineering issues, including but not limited to: late or incomplete engineering data, drawings, or approvals; rework or re-engineering due to changes in Buyer's specifications; or production downtime caused by Buyer's failure to provide required information or materials. Such costs shall be calculated based on Seller's then-current shop rates and shall be invoiced to Buyer.

12. Cancellation by Buyer. If Buyer cancels an accepted order, Buyer shall pay the greater of: (a) two percent (2%) of the total contract value; or (b) Seller's actual incurred costs (including materials, labor, engineering, and overhead) plus a five percent (5%) cancellation administration fee. If the goods are complete or substantially complete at the time of cancellation, Buyer shall pay the full contract price. If the goods have been specially manufactured for Buyer and cannot be resold, Buyer shall pay the full contract price regardless of production stage. These remedies are in addition to, and not in lieu of, any other remedies available to Seller at law or in equity.

13. Incidental Charges. Special packaging, inspection, testing, certification, marking, or other non-standard requirements not included in the original quotation shall be subject to additional charges at Seller's discretion. Seller shall quote such additional charges prior to performing the non-standard work, unless the work is urgently required, in which case Buyer acknowledges and accepts that additional charges will apply.

14. Short Count. Buyer must inspect the shipment and notify Seller in writing of any short count within five (5) business days of delivery. Absent timely written notice, the shipment shall be deemed correct, and Seller's delivery obligations shall be deemed fully satisfied. Seller's remedy for a verified short count shall be, at Seller's option, to deliver the missing items or issue a credit for the value of the missing items.

15. Damaged Goods. Buyer must inspect the goods upon receipt and notify Seller in writing of any shipping damage within five (5) business days of delivery. Buyer shall preserve all packaging materials and damaged goods for inspection and shall make them available for Seller's inspection or for the carrier's claim process. Seller's remedy for verified shipping damage shall be, at Seller's option, to repair, replace, or credit the damaged goods.

16. Nonconforming Goods. Goods are presumed conforming unless Buyer notifies Seller in writing of nonconformity within five (5) business days of delivery.

Return Authorization. No goods may be returned without Seller's prior written authorization (RMA). Unauthorized returns will not be accepted and may be returned to Buyer at Buyer's expense. Return Costs. Unless otherwise agreed, Buyer shall bear all costs of return shipping, handling, and inspection. Exclusive Remedy. Seller's sole and exclusive obligation, and Buyer's sole and exclusive remedy, for nonconforming goods shall be, at Seller's option: (a) repair the goods; (b) replace the goods with conforming products; or (c) issue a credit for the value of the nonconforming goods. Buyer shall not deduct any amounts from invoices without Seller's prior written consent.

17. Customer-Furnished Materials. Materials, components, or semi-finished goods supplied by Buyer ("Buyer-Furnished Materials") remain the property of Buyer. Seller shall exercise reasonable care in handling Buyer-Furnished Materials. Seller is not liable for defects inherent in Buyer-Furnished Materials or for scrapped materials caused by such defects. Buyer warrants that Buyer-Furnished Materials are free from defects, suitable for their intended purpose, and comply with all applicable specifications and regulations. If Buyer-Furnished Materials are found to be defective, Buyer shall promptly replace them at no cost to Seller and shall pay for all work performed on or materials processed from the defective items up to the point of discovery.

18. Buyer's Risk and Indemnity. Buyer assumes all risk and agrees to indemnify Seller and its affiliates from any loss or liability arising out of the handling, use, storage, disposal, or application of the goods, including third-party claims, intellectual property issues related to Buyer's specifications, or failure to comply with law.

19. Intellectual Property. Seller retains all right, title, and interest in and to its trademarks, trade names, logos, patents, designs, technical drawings, specifications, know-how, and all other intellectual property ("Seller IP"). Nothing in these Terms grants Buyer any license or right to use Seller IP, except the right to receive and use the goods as intended. Buyer shall not reverse engineer, decompile, disassemble, or attempt to derive the underlying design, structure, or operation of any goods supplied by Seller, except to the extent expressly permitted by applicable law. Buyer shall not copy, reproduce, or create derivative works from any technical documentation, drawings, or specifications provided by Seller.

20. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT N OT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR COSTS OF REPLACEMENT OR COVER, WHETHER IN AN ACTION OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY TRANSACTION HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL CONTRACT PRICE PAID BY BUYER FOR THE SPECIFIC ORDER GIVING RISE TO THE CLAIM.

The limitations in this Section shall apply to the maximum extent permitted by applicable law and shall survive acceptance, delivery, and payment.

21. Confidentiality. Each party agrees to keep confidential and not disclose to any third party any proprietary or confidential information received from the other party ("Confidential Information"), including but not limited to pricing, technical specifications, designs, business plans, customer information, and trade secrets. Confidential Information shall not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure. The confidentiality obligations in this Section shall survive for a period of three (3) years following termination or expiration of these Terms, except for trade secrets, which shall remain confidential indefinitely.

22. Data Protection. Each party agrees to comply with applicable data protection and privacy laws in the handling of personal data disclosed under these Terms. Seller shall not use Buyer's personal data for any purpose other than fulfilling its obligations under these Terms, unless expressly authorized by Buyer. If Seller processes personal data on behalf of Buyer, the parties shall comply with applicable data processing agreements and regulations, including but not limited to the General Data Protection Regulation (GDPR) or equivalent local laws.

23. Assignment and Subcontracting. Buyer may not assign these Terms or transfer any rights or obligations hereunder without Seller's prior written consent. Seller may subcontract any portion of the manufacturing or performance of an order to third-party suppliers or manufacturers. Seller shall remain fully responsible for the performance of all subcontracted work and for ensuring that subcontractors comply with all applicable quality standards and specifications.

24. Notices. All notices, requests, demands, and other communications required or permitted under these Terms shall be in writing and deemed given when: (a) delivered personally; (b) sent by email (upon confirmation of receipt); (c) sent by recognized courier (two (2) business days after dispatch); or (d) sent by registered or certified mail (five (5) business days after dispatch). Notices shall be sent to the addresses specified below or to such other address as either party may designate in writing.

Seller: Safyric Valve Co., Ltd. | Email: [email protected] | Phone: +86 577 8699 7372
Buyer: [To be specified in the order confirmation].

25. Expedite Policy. Expedite fees will be charged to Buyer to cover Seller's additional costs. Seller will make a good faith effort to meet the expedited schedule, but such fees remain due even if shipment is delayed, unless otherwise agreed in writing.

26. Orders Placed on Hold. Orders will be placed on hold if discrepancies exist between the purchase order and the quotation. Seller will notify Buyer. Work will resume only after resolution. Seller is not liable for delays caused by hold status.

27. Price Escalation. Prices may be adjusted if raw materials, components, or processing costs increase by more than 10%. If Buyer does not accept revised pricing within 5 business days, Seller may cancel undelivered portions of the order without liability.

28. Entire Agreement. These Terms, together with the applicable quotation, order confirmation, and any exhibits or attachments expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and communications, whether oral or written. No statement, representation, or promise made by any party, its agents, or employees that is not contained in or expressly incorporated into these Terms shall have any force or effect. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by both parties.

29. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

30. Waiver. No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of any right, power, or remedy.

31. Survival. The following provisions shall survive termination or expiration of these Terms or any order: Sections 2 (Payment Terms), 6 (Warranties), 12 (Cancellation), 16 (Nonconforming Goods), 18 (Risk and Indemnity), 19 (Intellectual Property), 20 (Limitation of Liability), 21 (Confidentiality), 22 (Data Protection), 28 (Entire Agreement), 29 (Severability), and 30 (Waiver).

32. Applicable Law and Dispute Resolution. Governing Law. These Terms and all transactions hereunder shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The parties expressly exclude the application of the CISG to these Terms and any transactions hereunder.

Dispute Resolution. Any dispute arising out of or in connection with these Terms or any transaction hereunder shall first be resolved through good-faith negotiations between the parties within thirty (30) days. If the dispute remains unresolved, either party may refer the dispute to arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with the Arbitration Rules of CIETAC. The seat of arbitration shall be Beijing, China. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The arbitral award shall be final and binding on both parties, and judgment upon the award may be entered in any court of competent jurisdiction.